10:12     KAMBOAT<00318> - Announcement & Resumption (5)                      

    above, Vongroup Holdings would be required to extend                      
    a cash offer for the Shares at a price of HK$0.01 per                     
    Share (or, if higher, the highest price paid by                           
    Vongroup Holdings and its concert parties during the                      
    offer period and within six months prior to its                           
    commencement). Vongroup Holdings has undertaken to                        
    its financial adviser that it will not waive the                          
    Whitewash Waiver condition unless its financial                           
    adviser is satisfied that it has sufficient resources                     
    to satisfy full acceptance of the general offer.                          
                                                                              
    Completion                                                                
    The aggregate consideration for the Subscription                          
    Shares of HK$54 million will be paid in cash upon                         
    Completion, less HK$5 million deposit that has                            
    already been paid by Vongroup to the Company on 4                         
    February 2005. Completion will take place on the date                     
    that all conditions of the Subscription Agreement                         
    have been fulfilled or waived, or such other later                        
    date as the Subscribers and the Company may agree.                        
    In the event that the above conditions of the                             
    Subscription Agreement are not fulfilled or waived                        
    by 31 December 2005, the Subscription Agreement will                      
    lapse unless the Subscribers and the Company agree                        
    upon an extension.                                                        
                                                                              
    Use of proceeds                                                           
    The Directors and the Subscribers intend that the                         
    proceeds from the Subscription of HK$54 million                           
    before expenses will be used principally for the                          
    existing consumer food and beverage business of the                       
    Group and to expand and strengthen the Group's                            
    business. Currently there are no specific business                        
    expansion plans or investment opportunities other                         
    than to pursue business and investment opportunities,                     
    should such opportunities arise, that the Directors                       
    expect may generate significant benefit in                                
    strengthening the operations and future development                       
    of the Group. The Directors and Vongroup Holdings                         
    intend that the Group will maintain its existing                          
    businesses. At present, there is no specific project                      
    for which any commitment has been made and no                             
    negotiation has taken place in this regard.                               
                                                                              
    Shareholding Structure                                                    
    Set out below is a table showing the Company's                            
    existing shareholding structure and the structure                         
    immediately after Completion:                                             
                                                                              
            Shareholding structure  Shareholding structure                    
            after the Capital       after the Capital                         
    Existing shareholding   Reorganisation but before                         
            Reorganisation and                                                
    structure       completion of the Subscription   the                      
    Subscription                                                              
            (Note 1)        (Note 1)                                          
    Shareholders    Shares          %               Shares          %         
            Shares          %                                                 
                                                                              
    Wong Chi Man Group (Note 2)     59,524,000              59.48             
            59,524,000              59.48           59,524,000              1 
    .08                                                                       
    Mr. Wong See Sum, J.P. (Note 3) 3,030,000                                 
            3.03            3,030,000               3.03            3,030,000 
                                                                              
            0.06                                                              
    Vongroup Holdings & concert                                               
      parties (Note 4)      -               -               -               - 
                                                                              
            5,130,000,000           93.27                                     
    Capital Beijing & concert parties                                         
      (Note 5)      -               -               -               -         
         270,000,000                                                          
            4.91                                                              
    Existing Public 37,511,900              37.49           37,511,900        
            37.49           37,511,900              0.68